SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LEVY PAUL S
(Last) (First) (Middle)
JOSEPH LITTLEJOHN & LEVY
450 LEXINGTON AVE STE 3350
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVANCEPCS [ ADVP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/16/2004 M 10,000 A $28.65 11,726,572 I By JLL Fund III
Class A Common Stock 03/16/2004 S 1,560 D $70 11,725,012 I By JLL Fund III
Class A Common Stock 03/16/2004 S 150 D $70.01 11,724,862 I By JLL Fund III
Class A Common Stock 03/16/2004 S 200 D $70.02 11,724,662 I By JLL Fund III
Class A Common Stock 03/17/2004 S 950 D $70.71 11,723,712 I By JLL Fund III
Class A Common Stock 03/17/2004 S 850 D $70.662 11,722,862 I By JLL Fund III
Class A Common Stock 03/17/2004 S 950 D $70.55 11,721,912 I By JLL Fund III
Class A Common Stock 03/17/2004 S 850 D $70.539 11,721,062 I By JLL Fund III
Class A Common Stock 03/17/2004 S 300 D $70.507 11,720,762 I By JLL Fund III
Class A Common Stock 03/17/2004 S 850 D $69.917 11,719,912 I By JLL Fund III
Class A Common Stock 03/17/2004 S 850 D $69.529 11,719,062 I By JLL Fund III
Class A Common Stock 03/17/2004 S 650 D $69.5 11,718,412 I By JLL Fund III
Class A Common Stock 03/17/2004 S 1,840 D $69.85 11,716,572 I By JLL Fund III
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $28.65 03/16/2004 M 5,000 12/20/2002 12/20/2011 Class A Common Stock 5,000 $0 5,000 D
Stock Options $28.65 03/16/2004 M 5,000 12/20/2003 12/20/2011 Class A Common Stock 5,000 $0 0 D
Explanation of Responses:
Remarks:
As of March 16, 2004, JLL Partners Fund III, L.P. ("JLL fund III") was the direct beneficial owner of 2,790,900 shares of Common Stock and 8,913,334 shares of Class B-1 Common Stock of AdvancePCS, which are convertible at any time at the option of the holder into shares of Common Stock at a one-for-one ratio. Assuming the conversion of all shares of Class B-1 Common Stock owned by JLL Fund III, JLL Fund III may be deemed to beneficially own an aggregate of 11,704,234 shares of Common Stock. By virtue of its position as general partner of JLL Fund III, JLL Associates III, L.L.C. ("JLL Associates") may be deemed to be the beneficial owner of all of the shares in which JLL Fund III has direct beneficial ownership. By virtue of Paul S. Levy's position as managing member of JLL Associates, Paul S. Levy may be deemed to have a beneficial ownership interest in all of the shares in which JLL Fund III has direct beneficial ownership. Paul S. Levy disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein as calculated pursuant to the rules and regulations promulgated under Section 16 of the Securities Act of 1933, as amended. Paul S. Levy also owns 19,114 shares of Common Stock directly (including 10,000 shares acquired on March 16, 2004 from the exercise of stock options), and may be deemed to beneficially own an additional 3,224 shares of Common Stock held through the Levy Fund III Annuity Trust.
Paul S. Levy 03/18/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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